SecProbe.io

United States securities and exchange commission logo
March 21, 2023
Jian Wang
Chairman of the Board
Lion Group Holding Ltd
3 Phillip Street, #15-04
Royal Group Building
Singapore 048693
Re:Lion Group Holding Ltd
Amendment No. 1 to
Registration Statement on Form F-3
Filed March 3, 2023
File No. 333-269333
Dear Jian Wang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our February 16, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-3 filed March 3, 2023
General
1.We note your disclosure on page 25 that you believe you are not subject to the Overseas
Listing Trial Measures.  Please disclose whether you relied on the advice of counsel in
making this determination, and, if so, please identify counsel and file counsel’s consent as
an exhibit to your registration statement.  If you did not consult counsel in making this
determination regarding the Overseas Listing Trial Measures, please tell us how you
reached this determination, and explain why you did not obtain the advice of counsel.

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 March 21, 2023 Page 2
 FirstName LastName
Jian Wang
Lion Group Holding Ltd
March 21, 2023
Page 2
2.To the extent that one or more of your officers or directors are located in China or Hong
Kong, please include a separate Enforceability of Civil Liabilities section for the
discussion of the enforcement risks related to civil liabilities due to your officers and
directors being located in China or Hong Kong. Please identify each officer and/or
director located in China or Hong Kong and disclose that it will be more difficult to
enforce liabilities and enforce judgments on those individuals. For example, revise to
discuss more specifically the limitations on investors being able to effect service of
process and enforce civil liabilities in China, lack of reciprocity and treaties, and cost and
time constraints. Also, please disclose these risks in a separate risk factor.
Cover Page
3.Please disclose whether and how the Holding Foreign Companies Accountable Act, as
amended by the Consolidated Appropriations Act, 2023, and related regulations will affect
your company. Please also update disclosures throughout, including under PCAOB Report
on page 5 and in the Risk Factors, to include disclosure on the Consolidated
Appropriations Act, 2023 amendment to the Holding Foreign Companies Accountable
Act.
Our Company, page 1
4.We note your risk factor in response to comment 3. Please describe in this risk factor your
internal processes for how you determine, or will determine as you expand your business,
whether particular crypto assets (including NFTs) are securities within the meaning of the
U.S. federal securities laws. Please also clarify that such processes are risk-based
assessments made by the company and are not a legal standard or binding on any
regulatory body or court.
Risk Factors
Risks Related to Our Business and Industry
A particular crypto asset’s status as a “security” in any relevant jurisdiction is subject to a certain
degree of uncertainty...., page 18
5.You state that "[t]he legal test (i.e. the Howey Test) for determining whether any given
crypto asset is a security is a highly complex and fact-driven analysis," that "the SEC’s
views in this area have evolved over time, and therefore a particular crypto asset’s status
as a “security” in any relevant jurisdiction is subject to a certain degree of uncertainty"
and "there is currently no certainty under the applicable legal test that such assets are not
securities."  Please remove these statements, as the legal tests are well-established by U.S.
Supreme Court case law and the Commission and staff have issued reports, orders, and
statements that provide guidance on when a crypto asset may be a security for purposes of
the U.S. federal securities laws.

 FirstName LastNameJian Wang
 Comapany NameLion Group Holding Ltd
 March 21, 2023 Page 3
 FirstName LastName
Jian Wang
Lion Group Holding Ltd
March 21, 2023
Page 3
            You may contact Jessica Livingston at 202-551-3448 or Sonia Bednarowski at 202-551-
3666 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Lawrence Venick